UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22491
BrandywineGLOBAL - Global Income Opportunities Fund Inc.
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: October 31
Date of reporting period: October 31, 2025
| ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith
|
III
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1
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9
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10
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12
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22
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23
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24
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25
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27
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29
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46
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47
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53
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59
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60
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61
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80
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82
|

|
Performance Snapshot as of October 31, 2025
|
|
|
Price Per Share
|
12-Month
Total Return**
|
|
$9.15 (NAV)
|
10.67
%†
|
|
$8.48 (Market Price)
|
12.83
%‡
|
|
Net Asset Value
|
|
|
Average annual total returns1
|
|
|
Twelve Months Ended 10/31/25
|
10.67
%
|
|
Five Years Ended 10/31/25
|
2.17
|
|
Ten Years Ended 10/31/25
|
3.39
|
|
Cumulative total returns1
|
|
|
10/31/15 through 10/31/25
|
39.62
%
|
|
Market Price
|
|
|
Average annual total returns2
|
|
|
Twelve Months Ended 10/31/25
|
12.83
%
|
|
Five Years Ended 10/31/25
|
5.72
|
|
Ten Years Ended 10/31/25
|
5.65
|
|
Cumulative total returns2
|
|
|
10/31/15 through 10/31/25
|
73.29
%
|
|
1
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
at net asset value.
|
|
2
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
in additional shares in
accordance with the Fund’s Dividend Reinvestment Plan.
|
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Corporate Bonds & Notes — 84.6%
|
|||||
|
Communication Services — 10.1%
|
|||||
|
Diversified Telecommunication Services — 1.5%
|
|||||
|
Level 3 Financing Inc., Secured Notes
|
4.500%
|
4/1/30
|
2,500,000
|
$2,321,875
(a)(b)
|
|
|
Interactive Media & Services — 4.5%
|
|||||
|
ANGI Group LLC, Senior Notes
|
3.875%
|
8/15/28
|
2,200,000
|
2,024,861
(a)(b)
|
|
|
GrubHub Holdings Inc., Senior Secured
Notes (6.000% Cash and 7.000% PIK)
|
13.000%
|
7/31/30
|
5,785,000
|
4,932,233
(a)(c)
|
|
|
Total Interactive Media & Services
|
6,957,094
|
||||
|
Media — 4.1%
|
|||||
|
Cable One Inc., Senior Notes
|
4.000%
|
11/15/30
|
1,500,000
|
1,186,928
(a)(b)
|
|
|
Colombia Telecomunicaciones SA ESP,
Senior Notes
|
4.950%
|
7/17/30
|
775,000
|
697,299
(a)(b)
|
|
|
DISH Network Corp., Senior Secured Notes
|
11.750%
|
11/15/27
|
1,000,000
|
1,053,408
(a)(b)
|
|
|
Getty Images Inc., Senior Secured Notes
|
10.500%
|
11/15/30
|
1,280,000
|
1,291,776
(a)(b)
|
|
|
Univision Communications Inc., Senior
Secured Notes
|
4.500%
|
5/1/29
|
1,000,000
|
940,769
(a)(b)
|
|
|
Univision Communications Inc., Senior
Secured Notes
|
8.500%
|
7/31/31
|
1,000,000
|
1,023,905
(a)(b)
|
|
|
Total Media
|
6,194,085
|
||||
|
|
|||||
|
Total Communication Services
|
15,473,054
|
||||
|
Consumer Discretionary — 8.8%
|
|||||
|
Automobiles — 0.9%
|
|||||
|
Aston Martin Capital Holdings Ltd., Senior
Secured Notes
|
10.000%
|
3/31/29
|
1,500,000
|
1,335,585
(a)
|
|
|
Hotels, Restaurants & Leisure — 4.8%
|
|||||
|
Affinity Interactive, Senior Secured Notes
|
6.875%
|
12/15/27
|
3,000,000
|
1,507,635
(a)
|
|
|
Full House Resorts Inc., Senior Secured
Notes
|
8.250%
|
2/15/28
|
1,000,000
|
888,630
(a)(b)
|
|
|
GPS Hospitality Holding Co. LLC/GPS
Finco Inc., Senior Secured Notes
|
7.000%
|
8/15/28
|
1,225,000
|
682,416
(a)
|
|
|
Grupo Posadas SAB de CV, Senior Secured
Notes, Step bond (7.000% to 12/15/25
then 8.000%)
|
7.000%
|
12/30/27
|
3,000,000
|
2,997,000
(c)(d)
|
|
|
Resorts World Las Vegas LLC/RWLV
Capital Inc., Senior Notes
|
4.625%
|
4/16/29
|
1,500,000
|
1,355,053
(a)(b)
|
|
|
Total Hotels, Restaurants & Leisure
|
7,430,734
|
||||
|
Household Durables — 1.8%
|
|||||
|
Dream Finders Homes Inc., Senior Notes
|
6.875%
|
9/15/30
|
2,750,000
|
2,738,876
(a)(b)
|
|
|
Specialty Retail — 0.8%
|
|||||
|
Michaels Cos. Inc., Senior Secured Notes
|
5.250%
|
5/1/28
|
1,400,000
|
1,314,294
(a)(b)
|
|
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|
|||||
|
Textiles, Apparel & Luxury Goods — 0.5%
|
|||||
|
Saks Global Enterprises LLC, Second Out
Senior Secured Notes
|
11.000%
|
12/15/29
|
1,760,000
|
$774,400
(a)
|
|
|
Saks Global Enterprises LLC, Third Out
Senior Secured Notes
|
11.000%
|
12/15/29
|
66,000
|
15,345
(a)(b)
|
|
|
Total Textiles, Apparel & Luxury Goods
|
789,745
|
||||
|
|
|||||
|
Total Consumer Discretionary
|
13,609,234
|
||||
|
Consumer Staples — 1.6%
|
|||||
|
Food Products — 1.6%
|
|||||
|
Minerva Luxembourg SA, Senior Notes
|
4.375%
|
3/18/31
|
2,630,000
|
2,427,341
(a)(b)
|
|
|
|
|||||
|
Energy — 23.3%
|
|||||
|
Energy Equipment & Services — 1.9%
|
|||||
|
Constellation Oil Services Holding SA,
Senior Secured Notes
|
9.375%
|
11/7/29
|
1,000,000
|
1,030,000
(a)(b)
|
|
|
Transocean International Ltd., Senior
Notes
|
8.500%
|
5/15/31
|
2,000,000
|
1,987,289
(a)(b)
|
|
|
Total Energy Equipment & Services
|
3,017,289
|
||||
|
Oil, Gas & Consumable Fuels — 21.4%
|
|||||
|
Diamondback Energy Inc., Senior Notes
|
6.250%
|
3/15/53
|
2,500,000
|
2,562,341
(b)
|
|
|
Energean Israel Finance Ltd., Senior
Secured Notes
|
5.375%
|
3/30/28
|
2,500,000
|
2,464,062
(a)(d)
|
|
|
Genesis Energy LP/Genesis Energy Finance
Corp., Senior Notes
|
7.750%
|
2/1/28
|
2,000,000
|
2,013,756
(b)
|
|
|
Geopark Ltd., Senior Notes
|
8.750%
|
1/31/30
|
1,980,000
|
1,871,536
(a)(b)
|
|
|
Leviathan Bond Ltd., Senior Secured Notes
|
6.500%
|
6/30/27
|
4,000,000
|
4,026,300
(a)(d)
|
|
|
NFE Financing LLC, Senior Secured Notes
|
12.000%
|
11/15/29
|
5,517,986
|
1,350,216
(a)
|
|
|
PBF Holding Co. LLC/PBF Finance Corp.,
Senior Notes
|
7.875%
|
9/15/30
|
1,960,000
|
1,970,553
(a)(b)
|
|
|
Petroleos del Peru SA, Senior Notes
|
5.625%
|
6/19/47
|
2,900,000
|
2,091,059
(a)(b)
|
|
|
Saturn Oil & Gas Inc., Senior Secured
Notes
|
9.625%
|
6/15/29
|
2,644,000
|
2,677,452
(a)(b)
|
|
|
SierraCol Energy Andina LLC, Senior Notes
|
6.000%
|
6/15/28
|
1,420,000
|
1,394,263
(a)(b)
|
|
|
Teine Energy Ltd., Senior Notes
|
6.875%
|
4/15/29
|
4,000,000
|
3,993,615
(a)(b)
|
|
|
Venture Global LNG Inc., Junior
Subordinated Notes (9.000% to 9/30/29
then 5 year Treasury Constant Maturity
Rate + 5.440%)
|
9.000%
|
9/30/29
|
1,500,000
|
1,403,439
(a)(b)(e)(f)
|
|
|
Yinson Bergenia Production BV, Senior
Secured Notes
|
8.498%
|
1/31/45
|
2,535,000
|
2,663,800
(a)(b)
|
|
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|
|||||
|
Oil, Gas & Consumable Fuels — continued
|
|||||
|
YPF SA, Senior Notes
|
8.250%
|
1/17/34
|
2,340,000
|
$2,361,425
(a)
|
|
|
Total Oil, Gas & Consumable Fuels
|
32,843,817
|
||||
|
|
|||||
|
Total Energy
|
35,861,106
|
||||
|
Financials — 19.4%
|
|||||
|
Banks — 6.6%
|
|||||
|
Bank of America Corp., Subordinated
Notes
|
7.750%
|
5/14/38
|
5,305,000
|
6,510,345
(b)
|
|
|
Citigroup Inc., Junior Subordinated Notes
(3.875% to 2/18/26 then 5 year Treasury
Constant Maturity Rate + 3.417%)
|
3.875%
|
2/18/26
|
2,720,000
|
2,706,370
(b)(e)(f)
|
|
|
Texas Capital Bancshares Inc.,
Subordinated Notes (4.000% to 5/6/26
then 5 year Treasury Constant Maturity
Rate + 3.150%)
|
4.000%
|
5/6/31
|
1,000,000
|
983,860
(b)(f)
|
|
|
Total Banks
|
10,200,575
|
||||
|
Capital Markets — 5.1%
|
|||||
|
BW Real Estate Inc., Senior Notes (9.500%
to 3/30/30 then 5 year Treasury Constant
Maturity Rate + 5.402%)
|
9.500%
|
3/30/30
|
1,920,000
|
1,980,242
(a)(b)(e)(f)
|
|
|
Goldman Sachs Group Inc., Subordinated
Notes
|
6.750%
|
10/1/37
|
3,500,000
|
3,926,355
(b)
|
|
|
Jefferies Finance LLC/JFIN Co-Issuer
Corp., Senior Secured Notes
|
6.625%
|
10/15/31
|
2,000,000
|
1,972,236
(a)(b)
|
|
|
Total Capital Markets
|
7,878,833
|
||||
|
Consumer Finance — 4.2%
|
|||||
|
Ally Financial Inc., Junior Subordinated
Notes (4.700% to 5/15/26 then 5 year
Treasury Constant Maturity Rate + 3.868%)
|
4.700%
|
5/15/26
|
3,150,000
|
3,089,506
(b)(e)(f)
|
|
|
PRA Group Inc., Senior Notes
|
5.000%
|
10/1/29
|
3,700,000
|
3,369,036
(a)(b)
|
|
|
Total Consumer Finance
|
6,458,542
|
||||
|
Financial Services — 3.5%
|
|||||
|
Azorra Finance Ltd., Senior Notes
|
7.750%
|
4/15/30
|
2,000,000
|
2,110,104
(a)(b)
|
|
|
Freedom Mortgage Corp., Senior Notes
|
6.625%
|
1/15/27
|
2,500,000
|
2,507,275
(a)(b)
|
|
|
SGUS LLC, Senior Secured Notes
|
11.000%
|
12/15/29
|
814,000
|
706,153
(a)(b)
|
|
|
Total Financial Services
|
5,323,532
|
||||
|
|
|||||
|
Total Financials
|
29,861,482
|
||||
|
Health Care — 1.6%
|
|||||
|
Health Care Providers & Services — 1.6%
|
|||||
|
Prime Healthcare Services Inc., Senior
Secured Notes
|
9.375%
|
9/1/29
|
2,290,000
|
2,411,129
(a)(b)
|
|
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|
|||||
|
Industrials — 9.6%
|
|||||
|
Aerospace & Defense — 1.7%
|
|||||
|
Boeing Co., Senior Notes
|
5.805%
|
5/1/50
|
2,620,000
|
$2,604,629
(b)
|
|
|
Commercial Services & Supplies — 1.7%
|
|||||
|
Deluxe Corp., Senior Secured Notes
|
8.125%
|
9/15/29
|
2,500,000
|
2,622,170
(a)(b)
|
|
|
Construction & Engineering — 1.4%
|
|||||
|
ATP Tower Holdings LLC/Andean Tower
Partners Colombia SAS/Andean Telecom
Partners Peru S.R.L., Senior Secured Notes
|
4.050%
|
4/27/26
|
300,000
|
295,748
(a)(b)
|
|
|
Brand Industrial Services Inc., Senior
Secured Notes
|
10.375%
|
8/1/30
|
2,000,000
|
1,926,849
(a)(b)
|
|
|
Total Construction & Engineering
|
2,222,597
|
||||
|
Industrial Conglomerates — 1.5%
|
|||||
|
Icahn Enterprises LP/Icahn Enterprises
Finance Corp., Senior Secured Notes
|
9.750%
|
1/15/29
|
2,230,000
|
2,240,704
(b)
|
|
|
Passenger Airlines — 1.5%
|
|||||
|
JetBlue Pass-Through Trust, 2019-1 B
|
8.000%
|
5/15/29
|
2,216,931
|
2,251,413
(b)
|
|
|
Professional Services — 1.8%
|
|||||
|
Concentrix Corp., Senior Notes
|
6.850%
|
8/2/33
|
2,700,000
|
2,754,979
(b)
|
|
|
|
|||||
|
Total Industrials
|
14,696,492
|
||||
|
Information Technology — 4.0%
|
|||||
|
Communications Equipment — 0.7%
|
|||||
|
Connect Finco SARL/Connect US Finco LLC,
Senior Secured Notes
|
9.000%
|
9/15/29
|
1,000,000
|
1,060,164
(a)(b)
|
|
|
IT Services — 1.1%
|
|||||
|
Sabre GLBL Inc., Senior Secured Notes
|
8.625%
|
6/1/27
|
585,000
|
588,535
(a)
|
|
|
Sabre GLBL Inc., Senior Secured Notes
|
10.750%
|
11/15/29
|
1,256,000
|
1,197,910
(a)(b)
|
|
|
Total IT Services
|
1,786,445
|
||||
|
Software — 2.2%
|
|||||
|
Central Parent Inc./CDK Global Inc., Senior
Secured Notes
|
7.250%
|
6/15/29
|
2,000,000
|
1,650,343
(a)(b)
|
|
|
Central Parent LLC/CDK Global II LLC/CDK
Financing Co. Inc., Senior Secured Notes
|
8.000%
|
6/15/29
|
2,000,000
|
1,677,062
(a)(b)
|
|
|
Total Software
|
3,327,405
|
||||
|
|
|||||
|
Total Information Technology
|
6,174,014
|
||||
|
Materials — 6.2%
|
|||||
|
Chemicals — 3.3%
|
|||||
|
Cerdia Finanz GmbH, Senior Secured Notes
|
9.375%
|
10/3/31
|
3,000,000
|
3,140,440
(a)(b)
|
|
|
Chemours Co., Senior Notes
|
5.750%
|
11/15/28
|
2,000,000
|
1,918,157
(a)(b)
|
|
|
Total Chemicals
|
5,058,597
|
||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|
|||||
|
Metals & Mining — 2.9%
|
|||||
|
CSN Resources SA, Senior Notes
|
8.875%
|
12/5/30
|
1,270,000
|
$1,204,119
(a)(b)
|
|
|
First Quantum Minerals Ltd., Senior Notes
|
8.625%
|
6/1/31
|
1,200,000
|
1,258,255
(a)
|
|
|
First Quantum Minerals Ltd., Senior Notes
|
7.250%
|
2/15/34
|
2,000,000
|
2,078,592
(a)
|
|
|
Total Metals & Mining
|
4,540,966
|
||||
|
|
|||||
|
Total Materials
|
9,599,563
|
||||
|
Total Corporate Bonds & Notes (Cost — $132,641,549)
|
130,113,415
|
||||
|
Sovereign Bonds — 29.3%
|
|||||
|
Argentina — 1.4%
|
|||||
|
Argentine Republic Government
International Bond, Senior Notes, Step
bond (0.750% to 7/9/27 then 1.750%)
|
0.750%
|
7/9/30
|
2,720,000
|
2,230,400
|
|
|
Brazil — 9.5%
|
|||||
|
Brazil Notas do Tesouro Nacional Serie F,
Notes
|
10.000%
|
1/1/31
|
70,715,000
BRL
|
11,558,033
|
|
|
Brazil Notas do Tesouro Nacional Serie F,
Notes
|
10.000%
|
1/1/35
|
20,350,000
BRL
|
3,095,622
|
|
|
Total Brazil
|
14,653,655
|
||||
|
Colombia — 1.6%
|
|||||
|
Colombia Government International Bond,
Senior Notes
|
8.000%
|
4/20/33
|
2,200,000
|
2,423,740
|
|
|
El Salvador — 1.0%
|
|||||
|
El Salvador Government International
Bond, Senior Notes
|
7.125%
|
1/20/50
|
1,640,000
|
1,481,647
(a)
|
|
|
Mexico — 12.5%
|
|||||
|
Mexican Bonos, Bonds
|
8.000%
|
11/7/47
|
170,400,000
MXN
|
8,004,542
|
|
|
Mexican Bonos, Bonds
|
8.000%
|
7/31/53
|
146,000,000
MXN
|
6,801,522
|
|
|
Mexican Bonos, Senior Notes
|
7.750%
|
11/13/42
|
94,100,000
MXN
|
4,372,661
|
|
|
Total Mexico
|
19,178,725
|
||||
|
Uruguay — 3.3%
|
|||||
|
Uruguay Government International Bond,
Senior Notes
|
8.000%
|
10/29/35
|
202,290,000
UYU
|
5,112,561
|
|
|
|
|||||
|
Total Sovereign Bonds (Cost — $46,983,243)
|
45,080,728
|
||||
|
Collateralized Mortgage Obligations(g) — 21.5%
|
|||||
|
Banc of America Merrill Lynch Commercial
Mortgage Trust, 2017-BNK3 XA, IO
|
0.994%
|
2/15/50
|
36,904,799
|
273,084
(f)
|
|
|
BANK, 2017-BNK4 XA, IO
|
1.325%
|
5/15/50
|
3,678,440
|
52,301
(f)
|
|
|
BX Trust, 2024-VLT4 B (1 mo. Term SOFR +
1.941%)
|
5.973%
|
6/15/41
|
4,480,000
|
4,485,731
(a)(f)
|
|
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Collateralized Mortgage Obligations(g) — continued
|
|||||
|
Federal Home Loan Mortgage Corp.
(FHLMC) Multifamily Structured Credit Risk
Trust, 2025-MN10 M2 (30 Day Average
SOFR + 2.850%)
|
7.158%
|
2/25/45
|
1,210,000
|
$1,212,922
(a)(f)
|
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, 5071 IB, IO
|
4.500%
|
10/25/48
|
13,061,719
|
3,005,061
|
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, Structured Agency Credit
Risk Trust, 2022-DNA4 M2 (30 Day
Average SOFR + 5.250%)
|
9.433%
|
5/25/42
|
2,360,000
|
2,507,697
(a)(b)(f)
|
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, Structured Agency Credit
Risk Trust, 2022-HQA3 M1B (30 Day
Average SOFR + 3.550%)
|
7.733%
|
8/25/42
|
500,000
|
523,163
(a)(b)(f)
|
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, Structured Agency Credit
Risk Trust, 2023-HQA1 M1A (30 Day
Average SOFR + 2.000%)
|
6.183%
|
5/25/43
|
705,293
|
711,619
(a)(f)
|
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) Structured Agency Credit Risk
Trust, 2019-DNA2 M2 (30 Day Average
SOFR + 2.564%)
|
6.747%
|
3/25/49
|
510,376
|
517,531
(a)(f)
|
|
|
Federal National Mortgage Association
(FNMA) — CAS, 2022-R04 1B1 (30 Day
Average SOFR + 5.250%)
|
9.433%
|
3/25/42
|
1,950,000
|
2,057,565
(a)(b)(f)
|
|
|
Government National Mortgage
Association (GNMA), 2020-86 GI, IO
|
4.000%
|
6/20/50
|
13,315,700
|
2,915,880
|
|
|
Government National Mortgage
Association (GNMA), 2021-201 BI, IO
|
3.000%
|
11/20/51
|
25,777,065
|
4,390,007
|
|
|
Government National Mortgage
Association (GNMA), 2022-63 IO, IO, PAC
|
4.000%
|
4/20/52
|
12,252,196
|
1,918,769
|
|
|
Multifamily CAS Trust, 2023-01 M10 (30
Day Average SOFR + 6.500%)
|
10.683%
|
11/25/53
|
5,000,000
|
5,655,543
(a)(f)
|
|
|
Wells Fargo Commercial Mortgage Trust,
2021-C61 D
|
2.500%
|
11/15/54
|
2,500,000
|
1,837,594
(a)
|
|
|
Western Alliance Bank, 2022-CL4 M1 (30
Day Average SOFR + 2.250%)
|
6.433%
|
10/25/52
|
968,872
|
981,202
(a)(f)
|
|
|
|
|||||
|
Total Collateralized Mortgage Obligations (Cost — $33,612,437)
|
33,045,669
|
||||
|
Security
|
|
Rate
|
|
Face
Amount†
|
Value
|
|
Sovereign Bonds — continued
|
|||||
|
Egypt Treasury Bills
|
27.369%
|
1/27/26
|
15,725,000
EGP
|
$314,015
(l)
|
|
|
|
|||||
|
Total Sovereign Bonds (Cost — $4,793,073)
|
4,947,371
|
||||
|
|
|||||
|
Total Short-Term Investments (Cost — $12,278,377)
|
12,432,675
|
||||
|
Total Investments — 163.2% (Cost — $253,834,103)
|
250,893,765
|
||||
|
Mandatory Redeemable Preferred Stock, at Liquidation Value — (16.3)%
|
(25,000,000
)
|
||||
|
Other Liabilities in Excess of Other Assets — (46.9)%
|
(72,182,224
)
|
||||
|
Total Net Assets Applicable to Common Shareholders — 100.0%
|
$153,711,541
|
||||
|
†
|
Face amount denominated in U.S. dollars, unless otherwise noted.
|
|
(a)
|
Security is exempt from registration under Rule 144A of the Securities Act of 1933.
This security may be resold in
transactions that are exempt from registration, normally to qualified institutional
buyers. This security has been
deemed liquid pursuant to guidelines approved by the Board of Directors.
|
|
(b)
|
All or a portion of this security is pledged as collateral pursuant to the loan agreement (Note 5).
|
|
(c)
|
Payment-in-kind security for which the issuer has the option at each interest payment
date of making interest
payments in cash or additional securities.
|
|
(d)
|
Security is exempt from registration under Regulation S of the Securities Act of 1933.
Regulation S applies to
securities offerings that are made outside of the United States and do not involve
direct selling efforts in the
United States. This security has been deemed liquid pursuant to guidelines approved
by the Board of Directors.
|
|
(e)
|
Security has no maturity date. The date shown represents the next call date.
|
|
(f)
|
Variable rate security. Interest rate disclosed is as of the most recent information
available. Certain variable rate
securities are not based on a published reference rate and spread but are determined
by the issuer or agent and
are based on current market conditions. These securities do not indicate a reference
rate and spread in their
description above.
|
|
(g)
|
Collateralized mortgage obligations are secured by an underlying pool of mortgages
or mortgage pass-through
certificates that are structured to direct payments on underlying collateral to different
series or classes of the
obligations. The interest rate may change positively or inversely in relation to one
or more interest rates, financial
indices or other financial indicators and may be subject to an upper and/or lower
limit.
|
|
(h)
|
Interest rates disclosed represent the effective rates on senior loans. Ranges in
interest rates are attributable to
multiple contracts under the same loan.
|
|
(i)
|
Senior loans may be considered restricted in that the Fund ordinarily is contractually
obligated to receive approval
from the agent bank and/or borrower prior to the disposition of a senior loan.
|
|
(j)
|
Rate shown is one-day yield as of the end of the reporting period.
|
|
(k)
|
In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund
ownership of at least 5% of the outstanding voting securities of an issuer, or a company
which is under common
ownership or control with the Fund. At October 31, 2025, the total market value of
investments in Affiliated
Companies was $7,485,304 and the cost was $7,485,304 (Note 9).
|
|
(l)
|
Rate shown represents yield-to-maturity.
|
|
|
Number of
Contracts
|
Expiration
Date
|
Notional
Amount
|
Market
Value
|
Unrealized
Appreciation
(Depreciation)
|
|
Contracts to Buy:
|
|
|
|
|
|
|
U.S. Treasury 5-Year Notes
|
243
|
12/25
|
$26,562,602
|
$26,538,258
|
$(24,344
)
|
|
U.S. Treasury 10-Year Notes
|
232
|
12/25
|
26,011,452
|
26,139,876
|
128,424
|
|
United Kingdom Long Gilt
Bonds
|
65
|
12/25
|
7,715,952
|
7,994,259
|
278,307
|
|
Net unrealized appreciation on open futures contracts
|
$382,387
|
||||
|
Currency
Purchased
|
Currency
Sold
|
Counterparty
|
Settlement
Date
|
Unrealized
Appreciation
(Depreciation)
|
||
|
EUR
|
3,720,000
|
USD
|
4,306,838
|
JPMorgan Chase & Co.
|
11/5/25
|
$(17,601
)
|
|
USD
|
12,551,383
|
EUR
|
10,810,000
|
JPMorgan Chase & Co.
|
11/5/25
|
87,230
|
|
EUR
|
7,090,000
|
USD
|
8,151,735
|
UBS Securities LLC
|
11/5/25
|
23,182
|
|
KRW
|
10,300,000,000
|
USD
|
7,466,203
|
Citibank N.A.
|
11/12/25
|
(232,646
)
|
|
JPY
|
1,480,000,000
|
USD
|
10,117,479
|
Citibank N.A.
|
1/16/26
|
(439,246
)
|
|
USD
|
4,480,336
|
BRL
|
24,550,000
|
HSBC Securities Inc.
|
1/28/26
|
12,021
|
|
USD
|
4,328,808
|
EUR
|
3,720,000
|
JPMorgan Chase & Co.
|
2/6/26
|
17,955
|
|
USD
|
9,065,326
|
MXN
|
168,800,000
|
Citibank N.A.
|
2/13/26
|
79,235
|
|
Net unrealized depreciation on open forward foreign currency contracts
|
$(469,870
)
|
|||||
|
Abbreviation(s) used in this table:
|
||
|
BRL
|
—
|
Brazilian Real
|
|
EUR
|
—
|
Euro
|
|
JPY
|
—
|
Japanese Yen
|
|
KRW
|
—
|
South Korean Won
|
|
MXN
|
—
|
Mexican Peso
|
|
USD
|
—
|
United States Dollar
|
|
#
|
As a percentage of total investments. Please note that the Fund holdings are as of
October 31, 2025, and are
subject to change.
|
|
Assets:
|
|
|
Investments in unaffiliated securities, at value (Cost — $246,348,799)
|
$243,408,461
|
|
Investments in affiliated securities, at value (Cost — $7,485,304)
|
7,485,304
|
|
Foreign currency, at value (Cost — $733,137)
|
738,599
|
|
Cash
|
43,549
|
|
Interest receivable
|
4,429,566
|
|
Deposits with brokers for open futures contracts
|
658,306
|
|
Foreign currency collateral for open futures contracts, at value (Cost — $291,350)
|
286,931
|
|
Deposits with brokers for OTC derivatives
|
260,000
|
|
Unrealized appreciation on forward foreign currency contracts
|
219,623
|
|
Dividends receivable from affiliated investments
|
35,207
|
|
Deposits with brokers
|
206
|
|
Prepaid expenses
|
18,885
|
|
Total Assets
|
257,584,637
|
|
Liabilities:
|
|
|
Loan payable (Note 5)
|
76,000,000
|
|
Mandatory Redeemable Preferred Stock ($10 liquidation value per share; 2,500,000 shares
issued and outstanding) (net of deferred offering costs of $67,868) (Note 6)
|
24,932,132
|
|
Distributions payable to Common Shareholders
|
1,343,347
|
|
Unrealized depreciation on forward foreign currency contracts
|
689,493
|
|
Interest and commitment fees payable
|
313,353
|
|
Distributions payable to Mandatory Redeemable Preferred Stockholders
|
193,116
|
|
Investment management fee payable
|
140,840
|
|
Foreign withholding tax payable
|
35,670
|
|
Payable to brokers — net variation margin on open futures contracts
|
15,789
|
|
Directors’ fees payable
|
1,816
|
|
Accrued expenses
|
207,540
|
|
Total Liabilities
|
103,873,096
|
|
Total Net Assets Applicable to Common Shareholders
|
$153,711,541
|
|
Net Assets Applicable to Common Shareholders:
|
|
|
Common stock par value ($0.001 par value; 16,791,836 shares issued and outstanding;
97,500,000 common shares authorized)
|
$16,792
|
|
Paid-in capital in excess of par value
|
238,149,411
|
|
Total distributable earnings (loss)
|
(84,454,662
)
|
|
Total Net Assets Applicable to Common Shareholders
|
$153,711,541
|
|
Common Shares Outstanding
|
16,791,836
|
|
Net Asset Value Per Common Share
|
$9.15
|
|
Investment Income:
|
|
|
Interest
|
$21,437,919
|
|
Dividends from affiliated investments
|
228,942
|
|
Less: Foreign taxes withheld
|
(236,930
)
|
|
Total Investment Income
|
21,429,931
|
|
Expenses:
|
|
|
Interest expense (Note 5)
|
3,787,267
|
|
Investment management fee (Note 2)
|
2,172,167
|
|
Distributions to Mandatory Redeemable Preferred Stockholders (Notes 1 and 6)
|
1,055,807
|
|
Legal fees
|
92,586
|
|
Fund accounting fees
|
85,855
|
|
Amortization of preferred stock offering costs (Note 6)
|
65,267
|
|
Audit and tax fees
|
63,686
|
|
Directors’ fees
|
56,052
|
|
Shareholder reports
|
40,521
|
|
Transfer agent fees
|
35,032
|
|
Custody fees
|
31,686
|
|
Rating agency fees
|
30,126
|
|
Commitment fees (Note 5)
|
13,003
|
|
Stock exchange listing fees
|
12,494
|
|
Insurance
|
1,626
|
|
Miscellaneous expenses
|
33,544
|
|
Total Expenses
|
7,576,719
|
|
Less: Fee waivers and/or expense reimbursements (Note 2)
|
(517,612
)
|
|
Net Expenses
|
7,059,107
|
|
Net Investment Income
|
14,370,824
|
|
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Swap Contracts,
Forward
Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):
|
|
|
Net Realized Gain (Loss) From:
|
|
|
Investment transactions in unaffiliated securities
|
1,288,612
|
|
Futures contracts
|
(923,895
)
|
|
Swap contracts
|
29,620
|
|
Forward foreign currency contracts
|
(2,042,203
)
|
|
Foreign currency transactions
|
(17,033
)
|
|
Net Realized Loss
|
(1,664,899
)
|
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
|
Investments in unaffiliated securities
|
1,489,685
|
|
Futures contracts
|
1,832,821
|
|
Swap contracts
|
(13,485
)
|
|
Forward foreign currency contracts
|
(590,987
)
|
|
Foreign currencies
|
48,543
|
|
Change in Net Unrealized Appreciation (Depreciation)
|
2,766,577
|
|
Net Gain on Investments, Futures Contracts, Swap Contracts, Forward Foreign
Currency Contracts and Foreign Currency Transactions
|
1,101,678
|
|
Increase in Net Assets Applicable to Common Shareholders From Operations
|
$15,472,502
|
|
For the Years Ended October 31,
|
2025
|
2024
|
|
Operations:
|
|
|
|
Net investment income
|
$14,370,824
|
$14,025,383
|
|
Net realized loss
|
(1,664,899
)
|
(5,792,186
)
|
|
Change in net unrealized appreciation (depreciation)
|
2,766,577
|
21,471,729
|
|
Increase in Net Assets Applicable to Common Shareholders
From Operations
|
15,472,502
|
29,704,926
|
|
Distributions to Common Shareholders From (Note 1):
|
|
|
|
Total distributable earnings
|
(13,844,287
)
|
(9,653,905
)
|
|
Return of capital
|
(2,275,876
)
|
(6,466,258
)
|
|
Decrease in Net Assets From Distributions to Common
Shareholders
|
(16,120,163
)
|
(16,120,163
)
|
|
Increase (Decrease) in Net Assets Applicable to Common
Shareholders
|
(647,661
)
|
13,584,763
|
|
Net Assets Applicable to Common Shareholders:
|
|
|
|
Beginning of year
|
154,359,202
|
140,774,439
|
|
End of year
|
$153,711,541
|
$154,359,202
|
|
Increase (Decrease) in Cash:
|
|
|
Cash Flows from Operating Activities:
|
|
|
Net increase in net assets applicable to common shareholders resulting from operations
|
$15,472,502
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net
cash
provided (used) by operating activities:
|
|
|
Purchases of portfolio securities
|
(189,685,058
)
|
|
Sales of portfolio securities
|
210,962,642
|
|
Net purchases, sales and maturities of short-term investments
|
(8,367,217
)
|
|
Net amortization of premium (accretion of discount)
|
(2,300,958
)
|
|
Increase in interest receivable
|
(297,531
)
|
|
Increase in prepaid expenses
|
(13,288
)
|
|
Increase in dividends receivable from affiliated investments
|
(16,899
)
|
|
Decrease in receivable for open OTC swap contracts
|
1,896
|
|
Decrease in net premiums received for OTC swap contracts
|
(21,577
)
|
|
Decrease in payable for securities purchased
|
(3,344,826
)
|
|
Amortization of preferred stock offering costs
|
65,267
|
|
Decrease in investment management fee payable
|
(6,892
)
|
|
Decrease in Directors’ fees payable
|
(1,450
)
|
|
Increase in interest and commitment fees payable
|
14,481
|
|
Decrease in distributions payable to Mandatory Redeemable Preferred Stockholders
|
(184,782
)
|
|
Decrease in payable to brokers — net variation margin on open futures contracts
|
(78,055
)
|
|
Increase in foreign withholding tax payable
|
35,670
|
|
Increase in accrued expenses
|
17,137
|
|
Net realized gain on investments
|
(1,288,612
)
|
|
Change in net unrealized appreciation (depreciation) of investments, OTC swap contracts
and forward foreign currency contracts
|
(885,213
)
|
|
Net Cash Provided in Operating Activities*
|
20,077,237
|
|
Cash Flows from Financing Activities:
|
|
|
Distributions paid on common stock (net of distributions payable)
|
(16,120,163
)
|
|
Proceeds from loan facility borrowings
|
25,000,000
|
|
Repayment of loan facility borrowings
|
(10,000,000
)
|
|
Redemption of Mandatory Redeemable Preferred Stock
|
(25,000,000
)
|
|
Net Cash Used by Financing Activities
|
(26,120,163
)
|
|
Net Decrease in Cash and Restricted Cash
|
(6,042,926
)
|
|
Cash and restricted cash at beginning of year
|
8,030,517
|
|
Cash and restricted cash at end of year
|
$1,987,591
|
|
*
|
Included in operating expenses is $3,785,789 paid for interest and commitment fees
on borrowings and $1,240,589
paid for distributions to Mandatory Redeemable Preferred Stockholders.
|
|
|
October 31, 2025
|
|
Cash
|
$782,148
|
|
Restricted cash
|
1,205,443
|
|
Total cash and restricted cash shown in the Statement of Cash Flows
|
$1,987,591
|
|
For a common share of capital stock outstanding throughout each year ended October
31:
|
|||||
|
|
20251
|
20241
|
20231
|
20221
|
20211
|
|
Net asset value, beginning of year
|
$9.19
|
$8.38
|
$8.95
|
$13.16
|
$13.35
|
|
Income (loss) from operations:
|
|||||
|
Net investment income
|
0.86
|
0.84
|
0.81
|
0.79
|
0.75
|
|
Net realized and unrealized gain (loss)
|
0.06
|
0.93
|
(0.38
)
|
(3.93
)
|
(0.00
)2
|
|
Total income (loss) from operations
|
0.92
|
1.77
|
0.43
|
(3.14)
|
0.75
|
|
Less distributions to common shareholders
from:
|
|
|
|
|
|
|
Net investment income
|
(0.82
)
|
(0.57
)
|
(0.11
)
|
(0.99
)
|
(0.67
)
|
|
Return of capital
|
(0.14
)
|
(0.39
)
|
(0.89
)
|
(0.08
)
|
(0.27
)
|
|
Total distributions to common
shareholders
|
(0.96
)
|
(0.96
)
|
(1.00
)
|
(1.07
)
|
(0.94
)
|
|
Net asset value, end of year
|
$9.15
|
$9.19
|
$8.38
|
$8.95
|
$13.16
|
|
Market price, end of year
|
$8.48
|
$8.42
|
$7.03
|
$7.83
|
$12.23
|
|
Total return, based on NAV3,4
|
10.67
%
|
21.50
%
|
4.40
%
|
(24.82
)%
|
5.46
%
|
|
Total return, based on Market Price5
|
12.83
%
|
34.18
%
|
1.71
%
|
(28.37
)%
|
19.70
%
|
|
Net assets applicable to common
shareholders, end of year (millions)
|
$154
|
$154
|
$141
|
$150
|
$221
|
|
Ratios to average net assets:
|
|||||
|
Gross expenses
|
4.96
%
|
5.42
%
|
5.29
%
|
3.47
%
|
2.81
%
|
|
Net expenses6,7
|
4.62
|
5.08
|
5.00
|
3.27
|
2.66
|
|
Net investment income
|
9.41
|
8.92
|
8.83
|
7.19
|
5.40
|
|
Portfolio turnover rate
|
78
%
|
59
%
|
51
%
|
32
%
|
49
%
|
|
Supplemental data:
|
|
|
|
|
|
|
Loan Outstanding, End of Year (000s)
|
$76,000
|
$61,000
|
$61,000
|
$61,000
|
$60,000
|
|
Asset Coverage Ratio for Loan Outstanding8
|
335
%
|
435
%
|
413
%
|
428
%
|
568
%
|
|
Asset Coverage, per $1,000 Principal Amount of
Loan Outstanding8
|
$3,351
|
$4,350
|
$4,127
|
$4,282
|
$5,682
|
|
Weighted Average Loan (000s)
|
$74,247
|
$61,000
|
$61,000
|
$66,255
|
$60,000
|
|
Weighted Average Interest Rate on Loan
|
5.03
%
|
5.96
%
|
5.48
%
|
1.78
%
|
0.79
%
|
|
Mandatory Redeemable Preferred Stock at
Liquidation Value, End of Year (000s)
|
$25,000
|
$50,000
|
$50,000
|
$50,000
|
$60,000
|
|
Asset Coverage Ratio for Mandatory Redeemable
Preferred Stock9
|
252
%
|
239
%
|
227
%
|
235
%
|
284
%
|
|
Asset Coverage, per $10 and/or $100,000
Liquidation Value per Share of Mandatory
Redeemable Preferred Stock9
|
$25
|
$24
|
$23
|
$24
|
$284,115
|
|
1
|
Per share amounts have been calculated using the average shares method.
|
|
2
|
Amount represents less than $0.005 or greater than $(0.005) per share.
|
|
3
|
The total return calculation assumes that distributions are reinvested at NAV. Past
performance is no guarantee of
future results.
|
|
4
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or
expense
reimbursements. In the absence of compensating balance arrangements, fee waivers and/or
expense
reimbursements, the total return would have been lower. Past performance is no guarantee
of future results.
|
|
5
|
The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend
reinvestment plan. Past performance is no guarantee of future results.
|
|
6
|
Reflects fee waivers and/or expense reimbursements.
|
|
7
|
The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management
fee payable in connection with any investment in an affiliated money market fund.
|
|
8
|
Represents value of net assets plus the loan outstanding and mandatory redeemable
preferred stock at the end of
the period divided by the loan outstanding at the end of the period.
|
|
9
|
Represents value of net assets plus the loan outstanding and mandatory redeemable
preferred stock at the end of
the period divided by the loan and mandatory redeemable preferred stock outstanding
at the end of the period.
|
|
†
|
See Schedule of Investments for additional detailed categorizations.
|
|
††
|
Reflects the unrealized appreciation (depreciation) of the instruments.
|
|
|
Total Distributable
Earnings (Loss)
|
Paid-in
Capital
|
|
(a)
|
$65,266
|
$(65,266)
|
|
|
Investments
|
U.S. Government &
Agency Obligations
|
|
Purchases
|
$144,397,104
|
$45,287,954
|
|
Sales
|
165,216,517
|
45,746,125
|
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
(Depreciation)
|
|
Securities
|
$253,926,897
|
$8,429,144
|
$(11,462,276)
|
$(3,033,132)
|
|
Futures contracts
|
—
|
406,731
|
(24,344)
|
382,387
|
|
Forward foreign currency contracts
|
—
|
219,623
|
(689,493)
|
(469,870)
|
|
ASSET DERIVATIVES1
|
|||
|
|
Interest
Rate Risk
|
Foreign
Exchange Risk
|
Total
|
|
Futures contracts2
|
$406,731
|
—
|
$406,731
|
|
Forward foreign currency contracts
|
—
|
$219,623
|
219,623
|
|
Total
|
$406,731
|
$219,623
|
$626,354
|
|
LIABILITY DERIVATIVES1
|
|||
|
|
Interest
Rate Risk
|
Foreign
Exchange Risk
|
Total
|
|
Futures contracts2
|
$24,344
|
—
|
$24,344
|
|
Forward foreign currency contracts
|
—
|
$689,493
|
689,493
|
|
Total
|
$24,344
|
$689,493
|
$713,837
|
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized
appreciation and for
liability derivatives is payables/net unrealized depreciation.
|
|
2
|
Includes cumulative unrealized appreciation (depreciation) of futures contracts as
reported in the Schedule of
Investments. Only net variation margin is reported within the receivables and/or payables
on the Statement of
Assets and Liabilities.
|
|
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
||||
|
|
Interest
Rate Risk
|
Foreign
Exchange Risk
|
Credit
Risk
|
Total
|
|
Futures contracts
|
$(923,895
)
|
—
|
—
|
$(923,895
)
|
|
Swap contracts
|
—
|
—
|
$29,620
|
29,620
|
|
Forward foreign currency contracts
|
—
|
$(2,042,203
)
|
—
|
(2,042,203
)
|
|
Total
|
$(923,895
)
|
$(2,042,203
)
|
$29,620
|
$(2,936,478
)
|
|
|
Average Market
Value*
|
|
Futures contracts (to buy)
|
$59,942,838
|
|
Forward foreign currency contracts (to buy)
|
32,926,355
|
|
Forward foreign currency contracts (to sell)
|
38,679,169
|
|
|
Average Notional
Balance**
|
|
Credit default swap contracts (sell protection)†
|
$1,000,000
|
|
*
|
Based on the average of the market values at each month-end during the period.
|
|
**
|
Based on the average of the notional amounts at each month-end during the period.
|
|
†
|
At October 31, 2025, there were no open positions held in this derivative.
|
|
Counterparty
|
Gross Assets
Subject to
Master
Agreements1
|
Gross
Liabilities
Subject to
Master
Agreements1
|
Net Assets
(Liabilities)
Subject to
Master
Agreements
|
Collateral
Pledged
(Received)2,3
|
Net
Amount4,5
|
|
Citibank N.A.
|
$79,235
|
$(671,892)
|
$(592,657)
|
$260,000
|
$(332,657)
|
|
HSBC Securities Inc.
|
12,021
|
—
|
12,021
|
—
|
12,021
|
|
JPMorgan Chase & Co.
|
105,185
|
(17,601)
|
87,584
|
—
|
87,584
|
|
UBS Securities LLC
|
23,182
|
—
|
23,182
|
—
|
23,182
|
|
Total
|
$219,623
|
$(689,493)
|
$(469,870)
|
$260,000
|
$(209,870)
|
|
1
|
Absent an event of default or early termination, derivative assets and liabilities
are presented gross and not
offset in the Statement of Assets and Liabilities.
|
|
2
|
Gross amounts are not offset in the Statement of Assets and Liabilities.
|
|
3
|
In some instances, the actual collateral received and/or pledged may be more than
the amount shown here due
to overcollateralization.
|
|
4
|
Net amount may also include forward foreign currency exchange contracts that are not
required to be
collateralized.
|
|
5
|
Represents the net amount receivable (payable) from (to) the counterparty in the event
of default.
|
|
Series
|
Term
Redemption
Date
|
Rate
|
Shares
|
Liquidation
Preference
Per Share
|
Aggregate
Liquidation
Value
|
Estimated
Fair Value
|
|
Series E
|
12/30/2026
|
3.71%
|
2,500,000
|
$10
|
$25,000,000
|
$24,651,372
|
|
Record Date
|
Payable Date
|
Amount
|
|
10/24/2025
|
11/3/2025
|
$0.0800
|
|
11/20/2025
|
12/1/2025
|
$0.0800
|
|
12/23/2025
|
12/31/2025
|
$0.0800
|
|
1/23/2026
|
1/30/2026
|
$0.0800
|
|
2/20/2026
|
2/27/2026
|
$0.0800
|
|
|
Affiliate
Value at
October 31, 2024
|
Purchased
|
Sold
|
||
|
Cost
|
Shares
|
Proceeds
|
Shares
|
||
|
Western Asset
Premier
Institutional U.S.
Treasury Reserves,
Premium Shares
|
—
|
$161,067,778
|
161,067,778
|
$153,582,474
|
153,582,474
|
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
October 31,
2025
|
|
Western Asset Premier
Institutional U.S.
Treasury Reserves,
Premium Shares
|
—
|
$228,942
|
—
|
$7,485,304
|
|
|
2025
|
2024
|
|
Distributions paid from:
|
|
|
|
Ordinary income:
|
|
|
|
Common shareholders
|
$13,844,287
|
$9,653,905
|
|
Mandatory redeemable preferred shares
|
1,055,807
|
1,819,975
|
|
Total taxable distributions
|
$14,900,094
|
$11,473,880
|
|
Return of capital:
|
|
|
|
Common shareholders
|
$2,275,876
|
$6,466,258
|
|
Total distributions paid
|
$17,175,970
|
$17,940,138
|
|
*
|
These capital losses have been deferred in the current year as either short-term or
long-term losses. The losses
will be deemed to occur on the first day of the next taxable year in the same character
as they were originally
deferred and will be available to offset future taxable capital gains.
|
|
(a)
|
Other book/tax temporary differences are attributable due to dividends payable, the
tax deferral of losses on
straddles and the realization for tax purposes of unrealized gains (losses) on futures
contracts.
|
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation)
is attributable to the tax
deferral of losses on wash sales and other book/tax basis adjustments.
|
|
Independent Directors†
|
|
|
Robert D. Agdern
|
|
|
Year of birth
|
1950
|
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, and Compliance Liaison,
Class III
|
|
Term of office1 and year service began
|
Since 2015
|
|
Principal occupation(s) during the past five years
|
Member of the Advisory Committee of the Dispute Resolution
Research Center at the Kellogg Graduate School of Business,
Northwestern University (2002 to 2016); formerly, Deputy
General Counsel responsible for western hemisphere matters
for BP PLC (1999 to 2001); Associate General Counsel at Amoco
Corporation responsible for corporate, chemical, and refining
and marketing matters and special assignments (1993 to 1998)
(Amoco merged with British Petroleum in 1998 forming BP PLC)
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
|
Other board memberships held by Director during the past five
years
|
None
|
|
Carol L. Colman
|
|
|
Year of birth
|
1946
|
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit and Compensation
Committees, and Chair of Pricing and Valuation Committee,
Class I
|
|
Term of office1 and year service began
|
Since 2011
|
|
Principal occupation(s) during the past five years
|
President, Colman Consulting Company (consulting)
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
|
Other board memberships held by Director during the past five
years
|
None
|
|
Independent Directors† (cont’d)
|
|
|
Anthony Grillo
|
|
|
Year of birth
|
1955
|
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class I
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Retired; Founder, Managing Director and Partner of American
Securities Opportunity Funds (private equity and credit firm)
(2006 to 2018); formerly, Senior Managing Director of Evercore
Partners Inc. (investment banking) (2001 to 2004); Senior
Managing Director of Joseph Littlejohn & Levy, Inc. (private
equity firm) (1999 to 2001); Senior Managing Director of The
Blackstone Group L.P. (private equity and credit firm) (1991 to
1999)
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
|
Other board memberships held by Director during the past five
years
|
Director of Littelfuse, Inc. (electronics manufacturing) (since
1991); formerly, Director of Oaktree Acquisition Corp. II (2020
to 2022); Director of Oaktree Acquisition Corp. (2019 to 2021)
|
|
Eileen A. Kamerick
|
|
|
Year of birth
|
1958
|
|
Position(s) held with Fund1
|
Chair (since November 15, 2024) and Member of Nominating,
Compensation, Pricing and Valuation and Audit Committees,
Class III
|
|
Term of office1 and year service began
|
Since 2013
|
|
Principal occupation(s) during the past five years
|
Chief Executive Officer, The Governance Partners, LLC
(consulting firm) (since 2015); National Association of Corporate
Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100
honoree; Adjunct Professor, Georgetown University Law Center
(since 2021); Adjunct Professor, The University of Chicago Law
School (since 2018); Adjunct Professor, University of Iowa
College of Law (since 2007); formerly, Chief Financial Officer,
Press Ganey Associates (health care informatics company) (2012
to 2014); Managing Director and Chief Financial Officer,
Houlihan Lokey (international investment bank) and President,
Houlihan Lokey Foundation (2010 to 2012)
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
|
Other board memberships held by Director during the past five
years
|
Director, VALIC Company I (since October 2022); Director of ACV
Auctions Inc. (since 2021); Director of Associated Banc-Corp
(financial services company) (since 2007); formerly, Director of
Hochschild Mining plc (precious metals company) (2016
to 2023); formerly Trustee of AIG Funds and Anchor Series Trust
(2018 to 2021)
|
|
Independent Directors† (cont’d)
|
|
|
Nisha Kumar
|
|
|
Year of birth
|
1970
|
|
Position(s) held with Fund1
|
Director and Member of Nominating, Compensation and Pricing
and Valuation Committees, and Chair of Audit Committee,
Class II
|
|
Term of office1 and year service began
|
Since 2019
|
|
Principal occupation(s) during the past five years
|
Formerly, Managing Director and the Chief Financial Officer and
Chief Compliance Officer of Greenbriar Equity Group, LP (2011
to 2021); formerly, Chief Financial Officer and Chief
Administrative Officer of Rent the Runway, Inc. (2011); Executive
Vice President and Chief Financial Officer of AOL LLC, a
subsidiary of Time Warner Inc. (2007 to 2009); Member of the
Council on Foreign Relations
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
|
Other board memberships held by Director during the past five
years
|
Director of Stonepeak-Plus Infrastructure Fund LP (since 2025);
Director of Birkenstock Holding plc (since 2023); Director of The
India Fund, Inc. (since 2016); formerly, Director of Aberdeen
Income Credit Strategies Fund (2017 to 2018); and Director of
The Asia Tigers Fund, Inc. (2016 to 2018)
|
|
Peter Mason
|
|
|
Year of birth
|
1959
|
|
Position(s) held with Fund1
|
Director and Member of Audit, Nominating and Pricing and
Valuation Committees, and Chair of Compensation Committee,
Class III
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Arbitrator and Mediator (self-employed) (since 2021); formerly,
Global General Counsel of UNICEF (intergovernmental
organization) (1998 to 2021)
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
|
Other board memberships held by Director during the past five
years
|
Chairman of University of Sydney USA Foundation (since 2020);
Director of the Radio Workshop US, Inc. (since 2023)
|
|
Independent Directors† (cont’d)
|
|
|
Hillary A. Sale
|
|
|
Year of birth
|
1961
|
|
Position(s) held with Fund1
|
Director and Member of Audit, Compensation and Pricing and
Valuation Committees, and Chair of Nominating Committee,
Class II
|
|
Term of office1 and year service began
|
Since 2024
|
|
Principal occupation(s) during the past five years
|
Agnes Williams Sesquicentennial Professor of Leadership and
Corporate Governance, Georgetown Law; and Professor of
Management, McDonough School of Business (since 2018);
formerly, Associate Dean for Strategy, Georgetown Law (2020
to 2023); National Association of Corporate Directors Board
Faculty Member (since 2021); formerly, a Member of the Board
of Governors of FINRA (2016 to 2022)
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
21
|
|
Other board memberships held by Director during the past five
years
|
Director of CBOE U.S. Securities Exchanges, CBOE Futures
Exchange, and CBOE SEF, Director (since 2022); Advisory Board
Member of Foundation Press (academic book publisher)
(since 2019); Chair of DirectWomen Board Institute (since 2019);
formerly, Member of DirectWomen Board (nonprofit) (2007
to 2022)
|
|
Interested Director and Officer
|
|
|
Jane Trust, CFA3
|
|
|
Year of birth
|
1962
|
|
Position(s) held with Fund1
|
Director, President and Chief Executive Officer, Class II
|
|
Term of office1 and year service began
|
Since 2015
|
|
Principal occupation(s) during the past five years
|
Senior Vice President, Fund Board Management, Franklin
Templeton (since 2020); Officer and/or Trustee/Director of 118
funds associated with FTFA or its affiliates (since 2015); Trustee
of Putnam Family of Funds consisting of 105 portfolios; President
and Chief Executive Officer of FTFA (since 2015); formerly, Senior
Managing Director (2018 to 2020) and Managing Director (2016
to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and
Senior Vice President of FTFA (2015)
|
|
Number of portfolios in fund complex2 overseen by Director
(including the Fund)
|
Trustee/Director of Franklin Templeton funds consisting of 118
portfolios; Trustee of Putnam Family of Funds consisting of 105
portfolios
|
|
Other board memberships held by Director during the past five
years
|
None
|
|
Additional Officers
|
|
|
Fred Jensen
|
|
|
Franklin Templeton
One Madison Avenue, 17th Floor, New York, NY 10010
|
|
|
Year of birth
|
1963
|
|
Position(s) held with Fund1
|
Chief Compliance Officer
|
|
Term of office1 and year service began
|
Since 2020
|
|
Principal occupation(s) during the past five years
|
Director - Global Compliance of Franklin Templeton (since 2020);
Managing Director of Legg Mason & Co. (2006 to 2020); Director
of Compliance, Legg Mason Office of the Chief Compliance
Officer (2006 to 2020); formerly, Chief Compliance Officer of
Legg Mason Global Asset Allocation (prior to 2014); Chief
Compliance Officer of Legg Mason Private Portfolio Group (prior
to 2013); formerly, Chief Compliance Officer of The Reserve
Funds (investment adviser, funds and broker-dealer) (2004) and
Ambac Financial Group (investment adviser, funds and broker-
dealer) (2000 to 2003)
|
|
Marc A. De Oliveira
|
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
1971
|
|
Position(s) held with Fund1
|
Secretary and Chief Legal Officer
|
|
Term of office1 and year service began
|
Since 2023
|
|
Principal occupation(s) during the past five years
|
Associate General Counsel of Franklin Templeton (since 2020);
Secretary and Chief Legal Officer (since 2020) and Assistant
Secretary of certain funds in the Franklin Templeton fund
complex (since 2006); formerly, Managing Director (2016
to 2020) and Associate General Counsel of Legg Mason & Co.
(2005 to 2020)
|
|
Thomas C. Mandia
|
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
|
Year of birth
|
1962
|
|
Position(s) held with Fund1
|
Senior Vice President
|
|
Term of office1 and year service began
|
Since 2022
|
|
Principal occupation(s) during the past five years
|
Senior Associate General Counsel to Franklin Templeton
(since 2020); Senior Vice President (since 2020) and Assistant
Secretary of certain funds in the Franklin Templeton fund
complex (since 2006); Secretary of FTFA (since 2006); Secretary
of LMAS (since 2002) and LMFAM (formerly registered
investment advisers) (since 2013); formerly, Managing Director
and Deputy General Counsel of Legg Mason & Co. (2005
to 2020)
|
|
|
Pursuant to:
|
Amount Reported
|
|
Qualified Net Interest Income (QII)
|
§871(k)(1)(C)
|
$7,917,827
|
|
Section 163(j) Interest Earned
|
§163(j)
|
$21,319,803
|
|
Interest Earned from Federal Obligations
|
Note (1)
|
$229,074
|
(b) Not applicable
| ITEM 2. | CODE OF ETHICS. |
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Directors of the Registrant has determined that Eileen A. Kamerick and Nisha Kumar, possess the technical attributes identified in Item 3 to Form N-CSR to qualify as an “audit committee financial experts,” and has designated Eileen A. Kamerick and Nisha Kumar, as the Audit Committee’s financial experts. Eileen A. Kamerick and Nisha Kumar are an “independent” Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) Audit Fees. The aggregate fees billed in the last two fiscal years ending October 31, 2024 and October 31, 2025 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $58,699 in October 31, 2024 and $59,286 in October 31, 2025.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in October 31, 2024 and $0 in October 31, 2025.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $11,000 in October 31, 2024 and $11,000 in October 31, 2025. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to the Registrant’s investment manager and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the Registrant (“Service Affiliates”) during the Reporting Periods that required pre-approval by the Audit Committee.
d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $0 in October 31, 2024 and $0 in October 31, 2025.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by the Registrant’s investment manager or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and the Covered Service Providers constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to the Registrant and the Service Affiliates during the reporting period were $229,399 in October 31, 2024 and $229,399 in October 31, 2025.
(h) Yes. The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor’s independence. All services provided by the Auditor to the Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
| a) | Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members: |
Robert D. Agdern
Carol L. Colman
Anthony Grillo*
Eileen A. Kamerick
Nisha Kumar
Peter Mason*
Hillary A. Sale*
* Effective November 15, 2024, Ms. Sale and Messrs. Grillo and Mason became members of the Audit Committee.
| b) | Not applicable |
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 1 of this Form N-CSR. |
| (b) | Not applicable. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
| ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Brandywine Global Investment Management, LLC
Proxy Voting
Responsibility to Vote Proxies
As an investment adviser, Brandywine Global owes its clients a duty of care and loyalty with respect to services undertaken on their behalf, including proxy voting. Rule 206(4)-6 under the Investment Advisers Act of 1940 requires an investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures that are reasonably designed to ensure that the investment adviser votes proxies in the best interest of its clients.
Client Accounts for which Brandywine Global Votes Proxies
Brandywine Global votes proxies for each client account for which the client has specifically delegated to Brandywine Global the power to vote proxies in the applicable investment management agreement or other written document, or in instances where the client has assigned Brandywine Global investment discretion over their account. Brandywine Global also votes proxies for any employee benefit plan client subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), unless the applicable investment management agreement specifically reserves the responsibility for voting proxies to the plan trustees or other named fiduciary.
At or prior to the inception of each client account, Brandywine Global will determine whether it has proxy voting authority over such account. In instances where the client has retained proxy voting responsibility, Brandywine Global will have no involvement in the proxy voting process for that client.
General Principles
In exercising discretion to vote proxies for securities held in client accounts, Brandywine Global is guided by general fiduciary principles. Brandywine Global’s goal in voting proxies is to act prudently and solely in the best economic interest of its clients. In furtherance of such goal, Brandywine Global will vote proxies in a manner that Brandywine Global believes will be consistent with efforts to maximize shareholder value and to protect shareholder interests.
Brandywine Global does not exercise its proxy voting discretion to further policy, political or other issues that have no connection to enhancing the economic value of a client’s investment. As part of its fiduciary duty, Brandywine Global does consider environmental, social, and governance issues that may impact the value of an investment, through introducing opportunity or by creating risk, or both.
How Brandywine Global Votes Proxies
Appendix A sets forth general guidelines considered by Brandywine Global in voting common proxy items.
In the case of a proxy issue for which there is a stated position set forth in Appendix A, Brandywine Global generally votes in accordance with the stated position. In the case of a proxy issue for which there is no stated position set forth in Appendix A, Brandywine Global votes on a case-by-case basis in accordance with the General Principles.
The general guidelines set forth in Appendix A are not binding on Brandywine Global, but rather are intended to provide an analytical framework for the review and assessment of common proxy issues. Such guidelines can always be superseded based on an assessment of the proxy issue and determination that a vote that is contrary to such general guidelines is in the best economic interests of client accounts. Different portfolio management teams within Brandywine Global may vote differently on the same issue based on their respective assessments of the proxy issue and determinations as to what is in the best economic interests of client accounts for which they are responsible.
Use of an Independent Proxy Service Firm
Brandywine Global may contract with an independent proxy service firm to provide Brandywine Global with certain services, including but not limited to, information or recommendations with regard to proxy votes or other administrative support. Brandywine Global is not required to follow any recommendation furnished by such service provider. The use of an independent proxy service firm to provide proxy voting information or recommendations does not relieve Brandywine Global of its responsibility for any proxy votes.
With respect to any independent proxy service firm engaged by Brandywine Global to provide Brandywine Global with information or recommendations with regard to proxy votes, Brandywine Global will periodically review and assess such firm’s policies, procedures and practices including those with respect to the disclosure and handling of conflicts of interest.
Conflict of Interest Procedures
In furtherance of Brandywine Global’s goal to vote proxies in the best interests of clients, Brandywine Global follows procedures designed to identify and address material conflicts that may arise between the interests of Brandywine Global and its employees and those of its clients before voting proxies on behalf of such clients. Conflicts of interest may arise as a result of the firm’s business or as a result of an employee’s personal relationships or circumstances.
| A. | Procedures for Identifying Conflicts of Interest |
Brandywine Global relies on the procedures set forth below to seek to identify conflicts of interest with respect to proxy voting.
| 1. | Brandywine Global’s Compliance Department annually requires each Brandywine Global employee to complete a questionnaire designed to elicit information that may reveal potential conflicts between the employee’s interests and those of Brandywine Global clients. |
| 2. | Brandywine Global treats client relationships as creating a material conflict of interest for Brandywine Global in voting proxies with respect to securities issued by such client or its known affiliates. |
| 3. | As a general matter, Brandywine Global takes the position that relationships between a non-Brandywine Global Franklin Resources business unit and an issuer (e.g., investment management relationship between an issuer and a non-Brandywine Global Franklin Resources-owned asset manager) do not present a conflict of interest for Brandywine Global in voting proxies with respect to such issuer because Brandywine Global operates as an independent business unit from other Franklin Resources business units and because of the existence of informational barriers between Brandywine Global and certain other Franklin Resources business units. |
| B. | Procedures for Assessing Materiality of Conflicts of Interest |
| 1. | All potential conflicts of interest identified must be brought to the attention of the Investment Committee for resolution. |
| 2. | The Investment Committee determines whether a conflict of interest is material. A conflict of interest will be considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, Brandywine Global’s decision-making in voting the proxy. All materiality determinations will be based on an assessment of the particular facts and circumstances. A written record of all materiality determinations made by the Investment Committee will be maintained. |
| 3. | If it is determined by the Investment Committee that a conflict of interest is not material, Brandywine Global may vote proxies following normal processes notwithstanding the existence of the conflict. |
| C. | Procedures for Addressing Material Conflicts of Interest |
| 1. | With the exception of those material conflicts identified in A.2. which will be voted in accordance with paragraph C.1.b. below, if it is determined by the Investment Committee that a conflict of interest is material, the Investment Committee will determine an appropriate method or combination of methods to resolve such conflict of interest before the proxy affected by the conflict of interest is voted by Brandywine Global. Such determination will be based on the particular facts and circumstances, including the importance of the proxy issue, the nature of the conflict of interest, etc. Such methods may include: |
| a. | confirming that the proxy will be voted in accordance with the recommendations of an independent proxy service firm retained by Brandywine Global; |
| b. | in the case of a conflict of interest resulting from a particular employee’s personal relationships or circumstances, removing such employee from the decision-making process with respect to such proxy vote; or |
| c. | such other method as is deemed appropriate given the particular facts and circumstances. |
| 2. | A written record of the method used to resolve a material conflict of interest will be maintained. |
Other Considerations
In certain situations, Brandywine Global may decide not to vote proxies on behalf of a client account for which it has discretionary voting authority because Brandywine Global believes that the expected benefit to the client account of voting shares is outweighed by countervailing considerations (excluding the existence of a potential conflict of interest). Examples of situations in which Brandywine Global may determine not to vote proxies are set forth below.
| A. | Share Blocking |
Proxy voting in certain countries requires “share blocking.” This means that shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (e.g. one week) with a designated depositary. During the blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to client accounts by the designated depositary. In deciding whether to vote shares subject to share blocking, Brandywine Global may consider and weigh, based on the particular facts and circumstances, the expected benefit to client accounts of voting in relation to the potential detriment to clients of not being able to sell such shares during the applicable period.
| B. | Securities on Loan |
Certain clients of Brandywine Global, such as an institutional client or a registered investment company for which Brandywine Global acts as a sub-adviser, may engage in securities lending with respect to the securities in their accounts. Brandywine Global typically does not direct or oversee such securities lending activities. To the extent feasible and practical under the circumstances, Brandywine Global may request that the client recall shares that are on loan so that such shares can be voted if Brandywine Global believes that the expected benefit to the client of voting such shares outweighs the detriment to the client of recalling such shares (e.g., foregone income). The ability to timely recall shares for proxy
voting purposes typically is not entirely within the control of Brandywine Global and requires the cooperation of the client and its other service providers. Under certain circumstances, the recall of shares in time for such shares to be voted may not be possible due to applicable proxy voting record dates and administrative considerations.
Proxy Voting-Related Disclosures
| A. | Proxy Voting Independence and Intent |
Brandywine Global exercises its proxy voting authority independently of other Franklin Resources-owned asset managers. Brandywine Global and its employees will not consult with or enter into any formal or informal agreements with Brandywine Global’s ultimate parent, Franklin Resources, Inc., any other Franklin Resources business unit, or any of their respective officers, directors or employees, regarding the voting of any securities by Brandywine Global on behalf of its clients.
Brandywine Global and its employees may not disclose to any person outside of Brandywine Global, including without limitation another investment management firm (affiliated or unaffiliated) how Brandywine Global intends to vote a proxy without prior approval from Brandywine Global’s Chief Compliance Officer. Prior approval is not required in instances where Brandywine Global discloses directly to representatives of an issuer how Brandywine Global intends to vote a proxy so long as the disclosure is made solely to representatives of the issuer and Brandywine Global believes that the disclosure is in the best interests of its clients.
If a Brandywine Global employee receives a request to disclose Brandywine Global’s proxy voting intentions to another person outside of Brandywine Global (including an employee of another Franklin Resources business unit) in connection with an upcoming proxy voting matter, the employee should immediately notify Brandywine Global’s Chief Compliance Officer.
If a Brandywine Global portfolio manager wants to take a public stance with regards to a proxy, the portfolio manager must consult with and obtain the approval of Brandywine Global’s Chief Compliance Officer before making or issuing a public statement.
| B. | Disclosure of Proxy Votes and Policy and Procedures |
Upon Brandywine Global’s receipt of any oral or written client request for information on how Brandywine Global voted proxies for that client’s account, Brandywine Global will promptly provide the client with such requested information in writing.
Brandywine Global will deliver to each client, for which it has proxy voting authority, no later than the time it accepts such authority, a written summary of this Proxy Voting policy and procedures. This summary must include information on how clients may obtain information about how Brandywine Global has voted proxies for their accounts and must also state that a copy of Brandywine Global’s Proxy Voting policy and procedures is available upon request.
Brandywine Global must create and maintain a record of each written client request for proxy voting information. Such record must be created promptly after receipt of the request and must include the date the request was received, the content of the request, and the date of Brandywine Global’s response. Brandywine Global must also maintain copies of written client requests and copies of all responses to such requests.
| C. | Delegation of Duties |
Brandywine Global may delegate to non-investment personnel the responsibility to vote proxies in accordance with the guidelines set forth in Appendix A. Such delegation of duties will only be made to employees deemed to be reasonably capable of performing this function in a satisfactory manner.
Proxy Engagement and Certain Non-Proxy Voting Matters
Brandywine Global may determine that it is appropriate and beneficial to engage in a dialogue or written communication with a company or other shareholders regarding certain matters on a company’s proxy
statement from time to time, if and to the extent that Brandywine Global determines that doing so is consistent with law and applicable general fiduciary principles. A company or shareholder may also seek to engage with Brandywine Global in advance of the company’s formal proxy solicitation to review issues more generally or gauge support for certain proposals.
Absent a specific contrary written agreement with a client or other legal obligation, Brandywine Global does not (1) render any advice to, or take any action on behalf of, clients with respect to any legal proceedings, including bankruptcies and shareholder litigation, to which any securities or other investments held in client accounts, or the issuers thereof, become subject, or (2) initiate or pursue legal proceedings, including without limitation shareholder litigation, on behalf of clients with respect to transactions or securities or other investments held in client accounts, or the issuers thereof. Except as otherwise agreed to in writing with a particular client, the right to take any action with respect to any legal proceeding, including without limitation bankruptcies and shareholder litigation, and the right to initiate or pursue any legal proceedings, including without limitation shareholder litigation, with respect to transactions or securities or other investments held in a client account is expressly reserved to the client.
Recordkeeping
In addition to all other records required by this Policy and Procedures, Brandywine Global will maintain the following records relating to proxy voting:
| A. | a copy of this Policy and Procedures, including any and all amendments that may be adopted; |
| B. | a copy of each proxy statement that Brandywine Global receives regarding client securities; |
| C. | a record of each vote cast by Brandywine Global on behalf of a client; |
| D. | documentation relating to the identification and resolution of conflicts of interest; |
| E. | any documents created by Brandywine Global that were material to a proxy voting decision or that memorialized the basis for that decision; |
| F. | a copy of each written client request for information on how Brandywine Global voted proxies on behalf of the client, and a copy of any written response by Brandywine Global to any (written or oral) client request for information on how Brandywine Global voted proxies on behalf of the requesting client; and |
| G. | records showing whether or not Brandywine Global has proxy voting authority for each client account. |
All required records will be maintained and preserved in an easily accessible place for a period of not less than six years from the end of the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of Brandywine Global. Brandywine Global also will maintain a copy of any proxy voting policies and procedures that were in effect at any time within the last five years.
To the extent that Brandywine Global is authorized to vote proxies for a United States registered investment company, Brandywine Global will maintain such records as are necessary to allow such fund to comply with its recordkeeping, reporting and disclosure obligations under applicable laws, rules and regulations.
In lieu of keeping copies of proxy statements, Brandywine Global may rely on proxy statements filed on the EDGAR system as well as on third party records of proxy statements if the third party provides an undertaking to provide copies of such proxy statements promptly upon request.
Brandywine Global may rely on a third party to make and retain, on Brandywine Global’s behalf, records of votes cast by Brandywine Global on behalf of clients if the third party provides an undertaking to provide a copy of such records promptly upon request.
Appendix A
Proxy Voting Guidelines
Below are proxy voting guidelines that Brandywine Global generally follows when voting proxies for securities held in client accounts. One or more portfolio management teams may decide to deviate from these guidelines with respect to any one or more particular proxy votes, subject in all cases to the duty to act solely in the best interest of client accounts holding the applicable security.
| I. | Compensation |
| A. | We vote for non-employee director stock options, unless we consider the number of shares available for issue excessive. |
| B. | We vote for employee stock purchase programs. |
| C. | We vote for compensation plans that are tied to the company achieving set profitability hurdles. |
| D. | We vote against attempts to re-price options. Also, we vote against the re-election of incumbent Directors in the event of such a re-pricing proposal. |
| E. | We vote against attempts to increase incentive stock options available if they are excessive, either in total or for one individual. |
| F. | We vote against stock option plans allowing for stock options with exercise prices less than 100% of the stock’s price at the time of the option grant. |
| G. | We vote for measures that give shareholders a vote on executive compensation. |
| II. | Governance |
| A. | We vote for proposals to separate the Chief Executive Officer and Chairman of the Board positions. |
| B. | We vote against “catch-all” authorizations permitting proxy holders to conduct unspecified business that arises during shareholder meetings. |
| III. | Anti-Takeover |
We vote against anti-takeover measures, including without limitation:
| A. | Staggered Boards of Directors (for example, where 1/3 of a company’s Board is elected each year rather than the entire Board each year). |
| B. | Super-Majority Voting Measures (for example, requiring a greater than 50% vote to approve takeovers or make certain changes). |
| C. | Poison Pills, which are special stock rights that go into effect upon a takeover offer or an outsider acquiring more than a specified percentage of a company’s outstanding shares. |
| IV. | Capital Structure |
We vote against attempts to increase authorized shares by more than twice the number of outstanding shares unless there is a specific purpose for such increase given, such as a pending stock split or a corporate purchase using shares, and we determine that increasing authorized shares for such purpose is appropriate.
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
NAME AND ADDRESS* |
LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
| David F. Hoffman | 2012 | Co-lead portfolio manager for Brandywine’s global fixed-income and related strategies. He joined Brandywine in 1995. Previously, Mr. Hoffman was president of Hoffman Capital, a global financial futures investment firm (1991-1995); head of fixed income investments at Columbus Circle Investors (1983-1990); senior vice president and portfolio manager at INA Capital Management (1979-1982), and fixed income portfolio manager at Provident National Bank (1975-1979). Mr. Hoffman is a CFA charterholder and earned a B.A. in Art History from Williams College. He is a member of the firm’s Executive Board, currently serving as the Board’s chair. |
| Jack P. McIntyre | 2012 | As portfolio manager and senior research analyst for the Firm’s Global Fixed Income and related strategies, Jack provides valuable analytical and strategic insight. He joined the Firm in 1998. Previously, he held positions as market strategist with McCarthy, Crisanti & Maffei, Inc. (1995-1998); senior fixed income analyst with Technical Data, a division of Thomson Financial Services (1992-1995); quantitative associate with Brown Brothers Harriman & Co. (1990), and investment analyst with the Public Employee Retirement Administration of Massachusetts (1987-1989). Jack is a CFA charterholder and earned an M.B.A. in Finance from the Leonard N. Stern Graduate School of Business at New York University and a B.B.A. in Finance from the University of Massachusetts, Amherst. |
| Brian L. Kloss | 2012 | Portfolio manager for Brandywine’s fixed income group, with a concentration in high yield securities. He joined Brandywine in December 2009, bringing with him over 10 years of high yield and distressed debt experience. Previously, Mr. Kloss was co-portfolio manager at Dreman Value Management, LLC (2007-2009); high yield analyst/trader at Gartmore Global Investments (2002-2007); high yield and equity portfolio manager and general analyst at Penn Capital Management, Ltd. (2000-2002); an analyst with The Concord Advisory Group, Ltd. (1998-2000); and an international tax consultant with Deloitte & Touche LLP (1995-1998). He earned his J.D. from Villanova School of Law and graduated summa cum laude with B.S. in Accounting from University of Scranton. He is also a member of the New Jersey and Pennsylvania Bar and is a Pennsylvania Certified Public Accountant. |
| Anujeet Sareen | 2017 | Portfolio manager for Brandywine’s Global Fixed Income and related strategies. He joined Brandywine Global Investment Management, LLC in 2016. Prior to joining Brandywine Global, Mr. Sareen was a managing director of global fixed income and a global macro strategist, as well as chair of the Currency Strategy Group at Wellington Management. Mr. Sareen has 22 years of investment industry experience. Mr. Sareen is a CFA® charterholder and earned a B.A. in Computer Science from Brown University. |
|
Tracy Chen
|
2016 | As a portfolio manager and head of structured credit, Tracy is responsible for conducting credit analysis on mortgage-backed and other structured securities, with special emphasis on collateralized mortgage obligations (CMOs), collateralized loan obligations (CLOs), and other structured products. She also monitors and analyzes the investment merits of global corporate debt issues. She joined Brandywine Global Investment Management, LLC in August 2008. Prior to joining Brandywine Global, she was with UBS Investment Bank as director of the fixed income valuation group (2006-2008), GMAC Mortgage Group as a mortgage pricing analyst (2003-2006), Deloitte Consulting as a senior corporate strategy consultant (2001-2003), and J&A Securities Ltd. in Shenzhen, China as an international corporate finance associate (1995-1999). Tracy earned an MBA with a concentration in Finance from Kenan-Flagler Business School at the University of North Carolina, an M.A. in American Studies from Sichuan University in Chengdu, China, and a B.A. in English for Scientific Purposes from University of Electronic Science & Technology of China in Chengdu, China. Tracy is a CFA® charterholder and earned the Chartered Alternative Investment Analyst (CAIA) charter in 2010. |
| Paul Mielczarski | 2025 | Portfolio manager for Brandywine’s Global Fixed Income and related strategies. Mr. Mielczarski is Head of Global Macro Strategy. He is responsible for providing proprietary global macroeconomic research to support our Global Fixed Income team’s investment process. Prior to joining the Firm in 2023, he served as Director of Portfolio Strategy for two years at Ontario Teachers’ Pension Plan after working for five years as a portfolio manager (2015-2022). Paul was also a global macro portfolio manager at Graham Capital (2011-2015) and Medley Macro Fund (2008-2011). Paul started his career at Credit Suisse where he worked both as a global macro strategist and a fixed income and FX proprietary trader (1999-2008). Paul earned a B.S. in Economics from Monash University in Melbourne, Australia. |
| * | The address for each portfolio manager is Brandywine, 2929 Arch Street, Philadelphia, Pennsylvania 19104, unless otherwise indicated. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of October 31, 2025.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| Name of PM | Other Accounts Managed | # of Other Accounts | Total Assets | # with Performance Fee | Total Assets with Performance Fee |
| David F. Hoffman | Other Registered Investment Companies | 3 | $1.25 billion | None | None |
| Other Pooled Vehicles | 24 | $3.77 billion | 1 | $0.08 billion | |
| Other Accounts | 31 | $19.27 billion | 7 | $7.79 billion | |
| John P. McIntyre | Other Registered Investment Companies | 11 | $3.61 billion |
None |
None |
| Other Pooled Vehicles | 45 |
$10.35 billion |
2 |
$0.26 billion | |
| Other Accounts |
49 |
$24.08 billion |
8 |
$8.71 billion | |
| Brian Kloss | Other Registered Investment Companies | 11 | $3.61 billion | None | None |
| Other Pooled Vehicles | 44 | $10.42 billion | 2 | $0.26 billion | |
| Other Accounts | 50 | $23.69 billion | 8 | $8.71 billion | |
| Anjujeet Sareen | Other Registered Investment Companies | 11 | $3.61 billion |
None |
None |
| Other Pooled Vehicles | 45 |
$10.35 billion |
2 |
$0.26 billion | |
| Other Accounts |
49 |
$24.08 billion |
8 |
$8.71 billion | |
| Tracy Chen | Other Registered Investment Companies | 11 | $3.61 billion | None | None |
| Other Pooled Vehicles | 44 | $10.42 billion | 2 | $0.26 billion | |
| Other Accounts | 50 | $23.69 billion | 8 | $8.71 billion | |
| Paul Mielczarski | Other Registered Investment Companies | 9 | $3.06 billion | None | None |
| Other Pooled Vehicles | 30 | $5.38 billion | 1 | $0.08 billion | |
| Other Accounts | 45 | $22.22 billion | 7 | $7.79 billion |
(a)(3): Portfolio Manager Compensation (As of October 31, 2025):
Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for
entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each portfolio manager as of October 31, 2025.
|
Portfolio Manager(s) |
Dollar Range of Portfolio Securities Beneficially Owned |
| David F. Hoffman | A | |
| Jack P. McIntyre | A | |
| Brian L. Kloss | A | |
| Anjujeet Sareen | A | |
| Tracy Chen | A | |
| Paul Mielczarski | A |
| The table below identifies the dollar range of securities beneficially owned by the named investment |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
| ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
| ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
| ITEM 16. | CONTROLS AND PROCEDURES. |
| (a) | The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected or are likely to materially affect the Registrant’s internal control over financial reporting. |
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| ITEM 19. | EXHIBITS. |
(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a) (3) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
BrandywineGLOBAL - Global Income Opportunities Fund Inc.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | December 29, 2025 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Jane Trust | |
| Jane Trust | ||
| Chief Executive Officer | ||
| Date: | December 29, 2025 |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer | ||
| Date: | December 29, 2025 |
Code of Ethics for Principal Executives & Senior Financial Officers
| Procedures | Revised [September 27, 2024] |
FRANKLIN TEMPLETON AFFILIATED FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVES AND
SENIOR FINANCIAL OFFICERS
| I. | Covered Officers and Purpose of the Code |
This code of ethics (the “Code”) applies to the Principal Executive Officers, Principal Financial Officer and Principal Accounting Officer (the “Covered Officers”) of each investment company advised by a Franklin Resources subsidiary and that is registered with the United States Securities & Exchange Commission (“SEC”) (collectively, “FT Funds”) for the purpose of promoting:
| • | Honest and ethical conduct, including the ethical resolution of actual or apparent conflicts of interest between personal and professional relationships; |
| • | Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by or on behalf of the FT Funds; |
| • | Compliance with applicable laws and governmental rules and regulations; |
| • | The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
| • | Accountability for adherence to the Code. |
Each Covered Officer will be expected to adhere to a high standard of business ethics and must be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
* Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).
| II. | Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.
Franklin Resources, Inc. has separately adopted the Code of Ethics and Business Conduct (“Business Conduct”), which is applicable to all officers, directors and employees of Franklin Resources, Inc., including Covered Officers. It summarizes the values, principles and business practices that guide the employee’s business conduct and also provides a set of basic principles to guide officers, directors and employees regarding the minimum ethical requirements expected of them. It supplements the values, principles and business conduct identified in the Code and other existing employee policies.
Additionally, the Franklin Templeton Funds have separately adopted the FTI Personal Investments and Insider Trading Policy governing personal securities trading and other related matters. The Code for Insider Trading provides for separate requirements that apply to the Covered Officers and others, and therefore is not part of this Code.
Insofar as other policies or procedures of Franklin Resources, Inc., the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. Please review these other documents or consult with the Legal Department if have questions regarding the applicability of these policies to you.
| III. | Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the FT Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of a position with the FT Funds.
Certain conflicts of interest arise out of the relationships between Covered Officers and the FT Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the FT Funds because of their status as “affiliated persons” of the FT Funds. The FT Funds’ and the investment advisers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the FT Funds, the investment advisers and the fund administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the FT Funds, for the adviser, the administrator, or for all three), be involved in establishing policies and implementing decisions that will have different effects on the
| 2 |
adviser, administrator and the FT Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the FT Funds, the adviser, and the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the FT Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the FT Funds’ Boards of Directors (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the FT Funds.
Each Covered Officer must:
| • | Not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the FT Funds whereby the Covered Officer would benefit personally to the detriment of the FT Funds; |
| • | Not cause the FT Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the FT Funds; |
| • | Not retaliate against any other Covered Officer or any employee of the FT Funds or their affiliated persons for reports of potential violations that are made in good faith; |
| • | Report at least annually the following affiliations or other relationships:1 |
| • | all directorships for public companies and all companies that are required to file reports with the SEC; |
| • | any direct or indirect business relationship with any independent directors of the FT Funds; |
| • | any direct or indirect business relationship with any independent public accounting firm (which are not related to the routine issues related to the firm’s service as the Covered Persons accountant); and |
| • | any direct or indirect interest in any transaction with any FT Fund that will benefit the officer (not including benefits derived from the advisory, sub-advisory, distribution or service agreements with affiliates of Franklin Resources). |
These reports will be reviewed by the Legal Department for compliance with the Code.
There are some conflict of interest situations that should always be approved in writing by Franklin Resources General Counsel or Deputy General Counsel, if material. Examples of these include2:
| • | Service as a director on the board of any public or private Company. | |
| • | The receipt of any gifts in excess of $100 from any person, from any corporation or association. |
1 Reporting of these affiliations or other relationships shall be made by completing the annual Directors and Officers Questionnaire and returning the questionnaire to Franklin Resources Inc, General Counsel or Deputy General Counsel.
2 Any activity or relationship that would present a conflict for a Covered Officer may also present a conflict for the Covered Officer if a member of the Covered Officer’s immediate family engages in such an activity or has such a relationship. The Covered Person should also obtain written approval by FT’s General Counsel in such situations.
| 3 |
| • | The receipt of any entertainment from any Company with which the FT Funds has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety. Notwithstanding the foregoing, the Covered Officers must obtain prior approval from the Franklin Resources General Counsel for any entertainment with a value in excess of $1000. | |
| • | Any ownership interest in, or any consulting or employment relationship with, any of the FT Fund’s service providers, other than an investment adviser, principal underwriter, administrator or any affiliated person thereof. | |
| • | A direct or indirect financial interest in commissions, transaction charges or spreads paid by the FT Funds for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership. | |
| • | Franklin Resources General Counsel or Deputy General Counsel, or the Chief Compliance Officer, will provide a report to the FT Funds Audit Committee of any approvals granted at the next regularly scheduled meeting. |
| IV. | Disclosure and Compliance |
| • | Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the FT Funds; | |
| • | Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the FT Funds to others, whether within or outside the FT Funds, including to the FT Funds’ directors and auditors, and to governmental regulators and self-regulatory organizations; | |
| • | Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the FT Funds, the FT Fund’s adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the FT Funds file with, or submit to, the SEC and in other public communications made by the FT Funds; and | |
| • | It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
| V. | Reporting and Accountability |
Each Covered Officer must:
| • | Upon becoming a covered officer affirm in writing to the Board that he or she has received, read, and understands the Code (see Exhibit A); | |
| • | Annually thereafter affirm to the Board that he has complied with the requirements of the Code; and | |
| • | Notify Franklin Resources’ General Counsel or Deputy General Counsel promptly if he or she knows of any violation of this Code. Failure to do so is itself is a violation of this Code. |
| 4 |
Franklin Resources’ General Counsel and Deputy General Counsel are responsible for applying this Code to specific situations in which questions are presented under it and have the authority to interpret this Code in any particular situation.3 However, the Independent Directors of the respective FT Funds will consider any approvals or waivers4 sought by any Chief Executive Officers of the Funds.
The FT Funds will follow these procedures in investigating and enforcing this Code:
| • | Franklin Resources General Counsel or Deputy General Counsel will take all appropriate action to investigate any potential violations reported to the Legal Department; | |
| • | If, after such investigation, the General Counsel or Deputy General Counsel believes that no violation has occurred, The General Counsel is not required to take any further action; | |
| • | Any matter that the General Counsel or Deputy General Counsel believes is a violation will be reported to the Independent Directors of the appropriate FT Fund; | |
| • | If the Independent Directors concur that a violation has occurred, it will inform and make a recommendation to the Board of the appropriate FT Fund or Funds, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; | |
| • | The Independent Directors will be responsible for granting waivers, as appropriate; and | |
| • | Any changes to or waivers of this Code will, to the extent required, are disclosed as provided by SEC rules.5 |
| VI. | Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by the FT Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the FT Funds, the FT Funds’ advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The FTI Personal Investments and Insider Trading Policy, adopted by the FT Funds, FT investment advisers and FT Fund’s principal underwriter pursuant to Rule 17j-1 under the Investment Company Act, the Code of Ethics and Business Conduct and more detailed policies and procedures set forth in FT’s Employee Handbook are separate requirements applying to the Covered Officers and others, and are not part of this Code.
| VII. | Amendments |
Any amendments to this Code must be approved or ratified by a majority vote of the FT Funds’ Board including a majority of independent directors.
3 Franklin Resources General Counsel and Deputy General Counsel are authorized to consult, as appropriate, with members of the Audit Committee, counsel to the FT Funds and counsel to the Independent Directors, and are encouraged to do so.
4 Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant. See Part X.
5 See Part X.
| 5 |
| VIII. | Confidentiality |
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the FT Funds’ Board and their counsel.
| IX. | Internal Use |
The Code is intended solely for the internal use by the FT Funds and does not constitute an admission, by or on behalf of any FT Funds, as to any fact, circumstance, or legal conclusion.
| X. | Disclosure on Form N-CSR |
Item 2 of Form N-CSR requires a registered management investment company to disclose annually whether, as of the end of the period covered by the report, it has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these officers are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, it must explain why it has not done so.
The registrant must also: (1) file with the SEC a copy of the code as an exhibit to its annual report; (2) post the text of the code on its Internet website and disclose, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted the code on its Internet website; or (3) undertake in its most recent report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which such request may be made. Disclosure is also required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant’s annual report on Form N-CSR or on its website. If the registrant intends to satisfy the requirement to disclose amendments and waivers by posting such information on its website, it will be required to disclose its Internet address and this intention.
The Legal Department shall be responsible for ensuring that:
| • | a copy of the Code is filed with the SEC as an exhibit to each Fund’s annual report; and | |
| • | any amendments to, or waivers (including implicit waivers) from, a provision of the Code is disclosed in the registrant’s annual report on Form N-CSR. |
In the event that the foregoing disclosure is omitted or is determined to be incorrect, the Legal Department shall promptly file such information with the SEC as an amendment to Form N-CSR.
In such an event, the Fund Chief Compliance Officer shall review the Code and propose such changes to the Code as are necessary or appropriate to prevent reoccurrences.
| 6 |
Exhibit A
ACKNOWLEDGMENT FORM
Franklin Templeton Funds Code of Ethics
For Principal Executives and Senior Financial Officers
Instructions:
| 1. | Complete all sections of this form. |
| 2. | Print the completed form, sign, and date. |
| 3. | Submit completed form to FT’s General Counsel c/o Code of Ethics Administration within 10 days of becoming a Covered Officer and by February 15th of each subsequent year. |
| E-mail: | Code of Ethics Inquiries & Requests (internal address); lpreclear@franklintempleton.com (external address) |
| Covered Officer’s Name: | |
| Title: | |
| Department: | |
| Location: | |
| Certification for Year Ending: |
To: Franklin Resources General Counsel, Legal Department
I acknowledge receiving, reading and understanding the Franklin Templeton Fund’s Code of Ethics for Principal Executive Officers and Senior Financial Officers (the “Code”). I will comply fully with all provisions of the Code to the extent they apply to me during the period of my employment. I further understand and acknowledge that any violation of the Code may subject me to disciplinary action, including termination of employment.
|
||
| Signature | Date signed |
| 7 |
CERTIFICATIONS PURSUANT TO SECTION 302
EX-99.CERT
CERTIFICATIONS
I, Jane Trust, certify that:
| 1. | I have reviewed this report on Form N-CSR of BrandywineGLOBAL - Global Income Opportunities Fund Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | December 29, 2025 | /s/ Jane Trust | |
| Jane Trust | |||
| Chief Executive Officer |
CERTIFICATIONS
I, Christopher Berarducci, certify that:
| 1. | I have reviewed this report on Form N-CSR of BrandywineGLOBAL - Global Income Opportunities Fund Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | December 29, 2025 | /s/ Christopher Berarducci | |
| Christopher Berarducci | |||
| Principal Financial Officer |
CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT
CERTIFICATION
Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of BrandywineGLOBAL - Global Income Opportunities Fund Inc. (the “Registrant”), each certify to the best of their knowledge that:
1. The Registrant’s periodic report on Form N-CSR for the period ended October 31, 2025 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| Chief Executive Officer | Principal Financial Officer | |
BrandywineGLOBAL - Global Income Opportunities Fund Inc. |
BrandywineGLOBAL - Global Income Opportunities Fund Inc. | |
| /s/ Jane Trust | /s/ Christopher Berarducci | |
| Jane Trust | Christopher Berarducci | |
| Date: December 29, 2025 | Date: December 29, 2025 |
This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.